Tennessee § 61-3-1108 - Articles of merger — Effective date of merger.

§ 61-3-1108. Articles of merger — Effective date of merger.

Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. Articles of merger must contain: The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; The name, jurisdiction of formation, and type of entity of the surviving entity; A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 – 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment. In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law. If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed. If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of: The date and time provided by the organic law of the surviving entity; or When the articles are effective. Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 27, 28. Amendments. The 2018 amendment substituted “Articles of merger” for “A statement of merger” at the beginning of (a) and the introductory language of (b); substituted “articles of merger” for “a statement of merger” in (c); in the introductory paragraph of (e), substituted “the articles of merger are effective” for “the statement of merger is effective” at the end of the first sentence, and substituted “In all cases,” for “In all other cases,” at the beginning of the second sentence; substituted “or” for “and” at the end of (e)(1); and substituted “articles are effective” for “the statement is effective” at the end of (e)(2). Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.